Current Report Filing (8-k)
August 31 2018 - 4:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 2018
ALTIMMUNE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32587
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20-2726770
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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910 Clopper Road, Suite 201S
Gaithersburg, Maryland
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20878
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number including area code: (240)
654-1450
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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As disclosed in Item 5.07 below, on August 30, 2018, Altimmune,
Inc. (the Company) held its 2018 Annual Meeting of Stockholders (the 2018 Annual Meeting). At the 2018 Annual Meeting, the Companys stockholders approved an amendment (the Amendment) to the Altimmune, Inc.
2017 Omnibus Incentive Plan (the 2017 Incentive Plan). The Amendment, among other things, modifies the 2017 Incentive Plans evergreen provision to remove the 1,000,000 share maximum amount of the automatic annual
increase in the share reserve thereunder. As modified, the aggregate number of shares authorized for issuance under the 2017 Incentive Plan will be automatically increased each year beginning on January 1, 2019 by 4% of the number of shares of
Common Stock outstanding on a fully diluted basis as of the immediately preceding December 31, or such lesser number of shares determined by our Board of Directors. A more complete description of the terms of the Amendment can be found in
Proposal 4 Approval of the Adoption of an Amendment to the Altimmune, Inc. 2017 Omnibus Incentive Plan in the Companys definitive proxy statement filed with the Securities and Exchange Commission on July 26, 2018 (the
2018 Proxy Statement), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the 2018 Proxy Statement are qualified in their entirety by reference to the
Amendment, which is attached as Appendix A to the 2018 Proxy Statement and is incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The 2018 Annual Meeting was held on August 30, 2018. A total of 30,260,398 shares of common stock were present or represented by proxy at
the 2018 Annual Meeting, representing 79% of the issued and outstanding shares entitled to vote at the meeting. The proposals voted upon and the final results of the vote were as follows:
Proposal No.
1
: Election of Directors. The results were as follows:
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Director
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For
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Withhold
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Broker
Non-Votes
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Mitchel Sayare, Ph.D.
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15,090,207
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482,689
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14,687,502
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William J. Enright
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14,975,407
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597,489
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14,687,502
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David J. Drutz, M.D.
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15,055,508
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517,388
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14,687,502
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John M. Gill
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14,631,149
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941,747
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14,687,502
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Philip L. Hodges
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15,054,425
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518,471
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14,687,502
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Wayne Pisano
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15,102,335
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470,561
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14,687,502
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Klaus O. Schafer, M.D., MPH
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15,114,140
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458,756
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14,687,502
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Proposal No.
2
: Ratification of the appointment of Ernst & Young LLP
as the Companys independent registered public accounting firm for the year ending December 31, 2018. The results were as follows:
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For
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Against
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Abstain
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28,508,168
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1,497,118
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255,112
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Proposal No.
3
: Advisory vote on the Compensation of the Companys named
executive officers as disclosed in the Proxy Statement pursuant to the SECs compensation rules (referred to as the
say-on-pay
proposal). The results
were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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13,524,082
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1,968,759
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80,055
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14,687,502
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Proposal No.
4
: Vote to approve an amendment to the 2017 Incentive Plan. The
results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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13,115,082
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2,353,364
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104,450
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14,687,502
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Proposal No.
5
: Vote to approve the issuance of the
Companys common stock pursuant to Nasdaq Listing Rules 5635(d) and 5635(b). The results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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13,430,038
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1,101,953
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77,194
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14,687,502
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Proposal No.
6
: Vote to approve an amendment to the Companys Amended and
Restated Certificate of Incorporation to increase the authorized shares of common stock from 100,000,000 to 200,000,000. The results were as follows:
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For
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Against
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Abstain
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22,240,464
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7,581,628
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438,306
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Proposal No.
7
: Vote to approve an amendment to the Companys Amended and
Restated Certificate of Incorporation to effect a reverse stock split of the Companys Common Stock. The results were as follows:
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For
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Against
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Abstain
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20,776,436
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9,078,646
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405,316
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Proposal No.
8
: Vote to authorize the adjournment of the 2018 Annual Meeting to
enable the Board of Director to solicit additional proxies. The results were as follows:
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For
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Against
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Abstain
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23,366,281
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6,407,699
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468,579
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On August 31, 2018, the Company issued a press release announcing initial data from its NasoShield Phase 1 study. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit Index
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ALTIMMUNE, INC.
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By:
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/s/ William Enright
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Name: William Enright
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Title: President and Chief Executive Officer
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Dated August 31, 2018
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